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EXHIBIT 10.7
Parkside Plaza Office Lease between Xxxx Xxxxxx and the Registrant dated
November 28, 1990.
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STANDARD OFFICE LEASE
THIS LEASE AGREEMENT made and entered into this 28th day of November,
1990, by and between Xxxx Xxxxxx, an individual (hereinafter referred to as
"Lessor") and Noven Pharmaceuticals, Inc. (hereinafter referred to as "Tenant"
or "Lessee").
WITNESSETH:
1. DESCRIPTION. Lessor hereby leases unto Tenant and Tenant hereby leases
form Lessor, Suite No. 208 ("Demised Premises") containing approximately 1,091
square feet in that certain building ("Building") located at 00000 X.X. 000xx
Xxxxxx, Xxxxx, XX, also known as "Parkside Plaza."
2. TERM. [Fill in and Initial A or B]
A. The term ("Term") of this Lease shall be two years from the 1st day
of January, 1991 ("Commencement Date") through the 31st day of December, 1992
("Expiration Date") with an additional three (3) two-year options to run
consecutively.
B. The term ("Term") of this lease shall commence on
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the earlier of the following dates ("Commencement Date"): (i) the date on which
Tenant opens for business in the Demises Premises, or (ii) ______________ days
after Lessor has tendered possession (as hereafter provided) of the Demised
Premises to Tenant, or (iii) the date _________ days after Lessor notifies
Tenant that the Demises Premises are or should be ready for occupancy. Tenant
shall pay all rent and additional rent relating to the Demised Premises which
accrue after Lessor's tender of possession.
Tender of possession shall be deemed to have occurred when Lessor has
completed Lessor's work, if any.
If Lessor is unable to give possession of the Demised Premises to Tenant
on the date for the commencement of the term hereof by reason of the fact that
Lessor has not substantially completed any space preparation work in the
Demised Premises pursuant to Lessor's Work Letter signed on behalf of Lessor
and Tenant (which Work Letter, if any, is made a part hereof by reference) and
if the delay in completion of such work has not been caused by Tenant's failure
to submit its plans and specifications to Lessor on or before the time called
for in the Work Letter, or caused by other act or failure to act by Tenant,
then the term of this Lease shall commence on the day following the day of
notification by Lessor
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that such work has been substantially completed. If such date shall be other
than the first day of a calendar month, the rent or such months shall be
prorated on a per diem basis. No failure to deliver possession on the
scheduled date for the commencement of the term shall extend, or be deemed to
extend, the term of this Lease.
3. RENTAL PAYMENT. Subject to increase as provided in this Lease. Tenant
agrees to pay to Lessor as and for rent for the Demised Premises for the Term
hereof the sum of Fifteen thousand six hundred dollars ($15,600.00) plus all
applicable sales and use taxes which sum for the convenience of the Tenant
shall be paid as follows:
$650.00 ("Base Monthly Rental") plus all applicable sales and use taxes
upon the first day of each calendar month for the Term hereof commencing with
the first calendar month following the calendar month of the Commencement Date.
The rental payments shall be made to Lessor of the address hereinafter set
forth to which notices to Lessor shall be sent or at such other place as Lessor
may, from time to time, hereafter designate by notice to Tenant. Tenant's
obligation to pay rent and keep and perform any and all covenants and
agreements herein
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contained shall not be abated, released or discharged because of any reason
whatsoever except as is otherwise specifically provided for in this Lease.
Rent and each installment thereof shall be paid in lawful money of the United
States, legal tender at the time of payment. All rents shall be payable in
advance and paid without deduction, setoff, discount or abatement.
Under no circumstances shall any holding over by Tenant be authorized and
no occupancy beyond the term limited hereby shall ever constitute anything
except an unlawful holding over by Tenant after the expiration of the Term. By
Tenant's execution hereof, Tenant acknowledges that Tenant has inspected the
Demised Premises and the Building and that as of the date hereof the Demised
Premises and the Building are in all respects in satisfactory condition and
acceptable to Tenant and Tenant is accepting same as is.
4. INCREASE OF BASE RENT: The annual rental for each year of this lease
("lease year"), after the base year shall be increased or decreased, but never
less than the base rent, by an amount equal to the proportion hereafter set
forth, times the amount of the increase or decrease based on the cost of living
escalation published by the Bureau of Labor Statistics U.S.
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Department of Labor.
(a) Base year shall be the first full calendar year after the building
has been completed or the first full calendar year of the terms of this lease,
whichever is later.
(b) Direct operating costs shall include: taxes, insurance, and water &
sewer. All expenditures scheduled less often than annually shall be prorated
over the period to which such expenditures are applicable.
(c) For purposes of determining increases or decreases in taxes:
(i) "Base year tax" shall mean the real estate tax xxxx of the land
and building, of which the demised premises are a part, made in the first tax
year that the building is assessed as completed, rather than under
construction, or the base tax year of 1991 and the real estate tax for that
year is to be ascertained.
(ii) "Taxes" shall mean real estate taxes, special and extraordinary
assessments, and governmental levies imposed upon or with respect to the land
and building of which is the demised premises are a part and any similar tax
imposed in addition to, in substitution for, or in lieu of such leases. (d)
Lessee's pro rata share of any increase in direct operating costs shall be
determined by the ratio that the gross
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rental area of the demised premises bears to the total gross rental of the
building which Lessor and Tenant hereby agree is 3.855 percent.
(e) COST OF LIVING ESCALATION: If two months prior to commencement of any
lease year, the Consumer Price Index (C.P.I.) for "all items" (Miami, FL C.P.I.
Index) as compiled and published by the Bureau of Labor Statistics, United
States Department of Labor not to exceed 5% maximum should be higher than the
Base Consumer Price Index of January 1, 1991, the Minimum Monthly Rent
installments shall be increased by an amount proportionate to the amount of
such increase in the said price index, not to exceed 5% maximum. If such price
index should in the future be compiled upon a different basis, a proper
adjustment will be made therein, for the purposes of this Paragraph, to reflect
any increase the cost of living that has occurred over the Base Consumer Price
Index. If at the time of any such computation the United States Department of
Labor should no longer compile and publish such prices indexes, the index for
"All Items" compiled and published by any other branch or department of the
Federal government shall be used for the purpose of this paragraph and if no
such index is compiled and published by any branch or department of the Federal
government, the statistics reflecting cost of living increases as compiled by
any institution or organization or individual generally recognized as an
authority
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by financial and insurance institutions shall be used as a basis for such
adjustment. This provision is independent of the other provisions which
provide for a pass through of certain increases. (See attached addendum for
cost of option renewal).
For example: If the base C.P.I. is 230.5 and two months prior to the first
lease year the C.P.I. is 235.8 and the minimum monthly rent is $1,400.00. The
new minimum monthly rent for the next lease year would be $1,432.19 or
$1,432.00 per month. [235.8 divided by 230.5 = 1.023 X $1,400.00 = $1,432.19
per month].
Lessor shall have the right to treat any sums due pursuant to this
Paragraph as additional rent due hereunder and if the same be not promptly paid
when due. Lessor shall have all the rights and remedies to which Lessor is
entitled for the nonpayment of rent.
5. USE AND POSSESSION. It is understood and agreed that the demised
space and premises shall be continually used and occupied by the Lessee during
the term of this Lease only for the research, development, clinical
manufacturing and packaging of pharmaceutical products and for no other
purposes or uses whatsoever. Tenant will not make or permit any use of the
space or premises which, directly or indirectly, is forbidden by public law,
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ordinance or government regulation or which may be dangerous to life, limb or
property. In the event the Tenant uses the space or premises for any purposes
not expressly permitted herein then the Lessor may terminate the lease or
without notice to tenant, restrain such improper use by injunction or other
legal action.
As a material consideration hereto the Tenant covenants that Tenant will
not without the written consent of the Lessor permit the premises to be
occupied by any person, firm or corporation other than the Tenant whose name
appears on this lease.
6. SERVICES: Lessor agrees to furnish the following services to Tenant:
(1) Automatically operated fire suppressant sprinkler system throughout and
central smoke detector in office areas only. (2) Water. (3) Furnishing,
supplying and maintaining the building's common areas and restroom facilities,
all at Lessor's expense, unless otherwise agreed to in this Lease.
Tenant agrees to and shall pay when due all charges for utility services,
which are billed to Tenant with respect to the Demised Premises or which are
charged with respect to the Demised Premises as opposed to the Building as a
whole. If the Tenant fails to pay same promptly when due. Lessor shall have
the right, but not the obligation, to pay said charges and Tenant agrees to
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reimburse Lessor promptly therefor. Any sum to which Lessor shall be entitled
pursuant to this Paragraph shall be deemed to be additional rent hereunder and,
if the same be not promptly paid to Lessor, Lessor shall have all the rights
and remedies to which it is entitled for the nonpayment of rent. Tenant shall
pay for all utility charges, for electricity, in connection with the Demised
Premises.
If the Tenant requires additional current or other than 110 volt service,
request for same must be obtained from the Lessor and all work required will be
paid for by the Tenant. The Lessor shall not be liable for any delay or
failure to supply any of such services due to unusual conditions beyond its
control and Lessor shall not be liable for damage nor shall the Tenant ever be
entitled to any abatement of rent for failure to supply same.
7. NO ASSIGNMENTS, SUBLEASES OR ENCUMBRANCES: Tenant shall neither sublet
the Demised Premises or any part thereof nor assign this lease or any of the
rights herein granted to Tenant without the prior written consent of Lessor in
each instance. Tenant shall have no right or power to, and shall not,
hypothecate, transfer, pledge or other encumber this Lease or Tenant's rights
hereunder nor shall Tenant permit any such encumbrance. Tenant has no right or
power to cause, permit or do anything which would cause the
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Demised Premises, the Building, the Land or Tenant's interest in this Lease to
become the subject of any lien, including, but not limited to, any mechanic's
liens under the laws of the State of Florida and nothing done by, through,
under or against Tenant shall ever create any such liens. If any such lien is
filed, Tenant shall cause the land and the Tenant's interest in this Lease to
be released from the lien thereof by posting a bond or otherwise within ten
(10) days of the date such lien is filed.
8. ALTERATIONS AND IMPROVEMENTS, ETC.: (a) Tenant shall make no
alterations, decorations, installations, additions or improvements in or to the
demised premises without Lessor's prior written consent. Tenant shall not cut,
drill into, disfigure, deface or injure any part of the premises; nor obstruct
or permit any obstruction, alteration, addition, improvement, decoration or
installation in the premises. All alterations, additions, improvements,
decorations or installations (except movable furniture and fixtures put in at
the expense of the Tenant and removable without defacing or injuring the
Building or the premises) shall become the property of Lessor at the
termination of the term; Lessor, however, reserves the option to require Tenant
upon demand in writing to remove all fixtures and additions, improvements,
decorations or installations (including those not removable without defacing or
injuring the leased premises) and to
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restore the premises to the same condition as when originally leased to Tenant,
reasonable wear and tear excepted. Tenant agrees to restore the premises
immediately upon the receipt of the said demand in writing at his own cost and
expense and agrees in case of his failure to do so, that Lessor may do so and
collect the cost thereof from Tenant. Any such alterations or restorations
shall be made at such times and in such manner as Lessor may designate and so
as not to interfere with the occupation, use and enjoyment of the remainder of
the Building by the other tenants thereof.
(b) In making any alterations, decorations, additions, installations or
improvements to or in the premises. Tenant shall employ and use only such
labor, contractors or mechanics as approved by Lessor and all such work done by
Tenant shall be performed and installed in such a manner that the same shall
comply with all provisions of law, ordinances and all rules and regulations of
any and all agencies and authorities having jurisdiction over the premises and
at such time and in such manner as not to interfere with the progress of any
work being performed by or on account of Lessor. Notwithstanding the
foregoing, it is understood that Tenant is not obliged by Lessor to make any
improvement or improvements and in no event shall Tenant have the right to
create or permit there to be established any lien or
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encumbrance of any nature against the premises or the Building for said
improvement or improvements by Tenant shall fully pay the cost of any
improvement or improvements made or contracted by Tenant. Any mechanics's lien
filed against the premises of the Building for work claimed to have been, done
or materials claims to have been furnished to Tenant shall be duly discharged
by Tenant within ten (10) days after the filing of the lien.
(c) Lessor agrees to additional roof penetrations required by Leases for
ventilation of labs and clinical manufacturing areas.
(d) Any improvements made by Tenant will become part of the real estate
and are to remain.
9. INSPECTION, EXAMINATION AND ENTRY: Lessor and Lessor's agents shall
have the right to enter the premises at all reasonable hours to examine the
same and workmen may enter at any time when authorized by Lessor or Lessor's
agents to make such repairs, alternations or improvements in the Building as
Lessor may deem necessary or desirable. If during the last month of the term,
Tenant shall have removed all of Tenant's property. Lessor may immediately
enter the premises and prepare them for any future Tenant. Furthermore, the
Lessor may allow such future Tenant to
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occupy the premises. These acts shall have no effect upon Tenant's obligations
under this Lease and Tenant shall be entitled to no abatement on diminution of
rent as a result thereof, except that in the event such future Tenant makes any
payment for the period up until the expirations of this Lease, Tenant shall be
entitled to a credit to the extent of such payment. If Tenant shall not be
personally present to open and permit entry into the premises, when entry
therein to shall be permissible or necessary hereunder, Lessor may forcibly
enter same without rendering Lessor liable to any claim for damages and without
affecting the obligations and covenants of this Lease. Employees of Lessor and
Lessor's agents shall be permitted to enter the demised premises by pass-key at
all reasonable times. The Lessor shall also have the right to enter the leased
premises at all reasonable hours for the purpose of displaying said premises to
prospective tenants within ninety days prior to the termination of this Lease.
10. RIGHT OF LESSOR TO USE ENTRANCES, ETC. AND TO CHANGE SAME: For the
purpose of making repairs or alterations in any portion of the Building of
which the premises form a part, Lessor may use one or more of the street
entrances, halls, passage ways and elevators of the said building, provided,
however, that there be no unnecessary obstruction of the right of entry to the
premises while
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the same are occupied. Lessor may at any time change the name or number of the
Building, remodel or alter the same, or the locations of any entrance thereto,
or any other portion thereof not occupied by Tenant and the same shall not
constitute a constructive or actual, total or partial eviction.
11. TENANT TO TAKE GOOD CARE OF PREMISES: Tenant shall keep the
premises in a clean, safe and sanitary condition and shall permit no waste or
injury to occur to the premises and fixtures therein, or to any additions,
alterations and improvements thereto. All damage caused by Tenant's
negligence, or that of his agents, servants, employees or visitors, shall be
repaired promptly by Tenant at his sole cost and expense. In the event that
the Tenant fails to comply with the foregoing provisions, the Lessor shall have
the option to enter the premises and make all necessary repairs at Tenant's
cost and expense, the same to be added to and be payable with the next monthly
installment of rent.
12. COMPLIANCE WITH ORDINANCES AND DIRECTIVES OF AUTHORITIES: Lessee
shall, at its own cost and expense, comply with all present or future rules,
regulations, directives, laws, ordinances and orders of all public authorities
and Fire Underwriters which are or may become applicable to the leased premises
and space, except as
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said rules pertain to any structural work or outside repairs. Lessee waives
any claim against Lessor for any expenses or damages resulting from compliance
with any of the said rules, regulations, directives, laws, ordinances or
orders.
13. RULES AND REGULATIONS: That in addition to the several covenants in
this Lease, it is mutually covenanted and agreed that the rules and regulations
appertaining to the said building and which are annexed hereto, as part hereof
in Exhibit C, are agreed to in all of their terms and said Tenant agrees to be
bound by the same, and also covenants to be bound by such further rules and
regulations as may be made by said Lessor from time to time, during this Lease,
deemed by it to be necessary, for the safety, care, cleanliness and the
economical management of the premises, and for the preservations of good order
therein. Any failure on the part of the Tenant to comply with the terms of
this Lease, or with any of said rules and regulations now in existence, as
aforesaid, shall, at Lessor's option, work a forfeiture of this Lease and of
all rights of Lessee hereunder, and hereupon the Lessor, its agents or
attorneys, shall have the right to re-enter said premises and remove Lessee
therefrom and to take all necessary steps to collect any rents due hereunder up
to the time of said forfeiture or cancellation.
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14. PARKING: Lessor shall provide and maintain for the use of Tenant and
Tenant's invitees and guests, in common with other tenants of the Building and
their invitees and guests, an off-street parking area. Lessor reserves the
right, however, to enlarge or rearrange such parking facility and Tenant agrees
that Tenant and Tenant's employees, if requested by Lessor will park their
automobiles only in such areas as Lessor designates from time to time.
15. EQUIPMENT: In the event Tenant desires to place any equipment in the
Demised Premises other than normal and customary business equipment, Tenant
shall be allowed to install all equipment necessary to carry out said use per
paragraph "5". In connection with the installation, maintenance and use by
Tenant in equipment using or producing electricity, x-rays, ultra violet rays,
infrared rays, sound waves or other rays, waves or forces emitted by scientific
or technological equipment. Tenant covenants that Tenant will maintain
adequate and proper safeguards, procedures and equipment necessary or desirable
for the use of such equipment and that Tenant will indemnify Lessor and hold
Lessor harmless from any liability to which Lessor might or could become
subjected by reason of inconvenience, injury or damage to person or property
resulting from the use of any Tenant's equipment. In
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addition, should the installation or use of or any equipment, whether properly
or improperly installed or protected, result in any increase in the fire
insurance rate payable by Lessor or by any other tenant (nothing herein
contained being construed to permit Tenant to do anything or to install or use
any equipment which would result in any increase in any fire insurance rate),
then Tenant shall be liable for such increased rate and shall pay to Lessor
forthwith upon demand all increased costs resulting therefrom.
Any equipment, including medical and dental equipment, installed by Tenant
shall be and remain at all times the property of Tenant and shall be removed by
Tenant at the termination of the tenancy, at Tenant's own cost and expense; and
upon such removal Tenant shall restore the Demised Premises to their original
condition, usual wear and tear excepted.
16. SIGNS: The Tenant will not place any signs or other advertising
matter or material on the exterior or on the interior, where possible to be
seen from the exterior, of the leased premises or of the building in which the
leased premises are located, without the prior written consent of the Lessor.
Any lettering or signs placed on the interior of said building shall be for
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directional purposes only and such signs and lettering shall be of a type,
kind, character and description to be approved by the Lessor.
17. DAMAGE TO PROPERTY: It is covenanted and agreed by and between the
parties hereto that the Lessor shall not in any event, whether caused by the
Lessor's negligence or otherwise, be liable for any loss, damage or injury to
the Tenant, Tenant's agents, servants, employees or visitors, or to the
Tenant's property, for any damage or injury caused by or from the bursting or
leaking of boilers of water, sewer or steam pipes, or air conditioning
equipment, or from heating or plumbing fixtures, or from electric wires,
equipment or fixtures, or from gas odors or from the elements, or from any
cause whatsoever, except in the case of the willful neglect of the Lessor.
18. SUBORDINATION AND ATTORNMENT: This Lease is subject and subordinate
to the lien of any mortgage or ground lease or deeds of trust or other
encumbrances, now or hereafter placed upon the land or Building, in any amounts
whatsoever. Tenant covenants and agrees to execute and deliver such
instruments evidencing such subordination of this Lease to such liens of any
such mortgages, deeds of trust or other encumbrances, as may be requested by
Lessor
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from time to time.
As aforedescribed, this Lease is subordinate to the lien of any existing
and/or future mortgage and any further advances, renewals, extensions or
modifications thereof, so long as Tenant is not in default under the Lease at
that time, this Lease shall continue in full force and effect as a direct and
valid Lease between the Tenant and then owner of the fee provided that the then
new owner shall not be liable for any previous act or omission of Lessor or any
other party, or be subject to any offsets against Lessor, or bound by
prepayment of more than one (1) month's rent.
19. DAMAGE BY FIRE OR OTHER CASUALTY: In the event that the Demised
Premises are rendered untenantable by reason of fire, explosion or any other
casualty, Lessor, at its option, may either repair the said premises to make
the same tenable within one hundred eighty (180) days thereafter, or may, at
its option, terminate this Lease. In either event, Lessor shall give Tenant a
thirty (30) day notice in writing. Furthermore, in the event that the Demised
Premises are untenantable and further if Tenant is not liable for the damage in
question, Tenant's rent for that period of time shall be abated or apportioned
under this Lease or otherwise.
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20. CONDEMNATION: If during the term of this Lease, the whole of the
leased premises or Building, or such portion(s) thereof as will render the
leased premised unusable for the purpose leased, be condemned or otherwise
leased or taken under the right of eminent domain by any competent authority
for public or quasi-public use or purpose or is taken by private purchase in
lieu of condemnation, then in such event this Lease shall, at the option of the
Lessor, cease and come to an end as of the date of the vesting of title in such
public authority or by private purchase, or when possession is given to such
public authority, whichever event last occurs. Upon such occurrence the rent
shall be proportioned as of such date and any prepaid rent shall be returned to
the Tenant. The Lessor shall be entitled to the entire award or purchase price
and the Tenant shall have no right or claim to any part thereof.
21. ABANDONMENT: In case Tenant shall fail to take possession at the
commencement of the term, or in case the premises or any part thereof shall be
vacated during the term prior to the expiration of the term of this Lease.
Lessor shall have the right to enter the premises without instituting any
proceeding either by force or otherwise without being liable for damages
therefor, and to relet the same, or any part thereof, for the unexpired portion
of the term or longer and to collect the rent therefor and to apply
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the rents so collected to the payment of rent and all other sums payable to
Lessor. Tenant shall in such case remain responsible to Lessor for any and all
deficiency, loss and damage suffered by Lessor.
22. RE-ENTRY, DEFAULT: The Tenant covenants that if the rent reserved by
this Lease or any part thereof shall be unpaid when due, or, if the premises
shall become vacant or actually unoccupied during the term, or if the Tenant
shall fail to perform any of the conditions, covenants, provisions and
agreements contained herein, or if a petition in bankruptcy shall be filed by
the Tenant, or if the Tenant shall be adjudged bankrupt or insolvent by any
court, or if a receiver or trustee in bankruptcy or receiver of the property of
the Tenant shall be appointed in any suit, action or proceeding, or if the
Tenant shall make an assignment for the benefit of creditors, of if an
execution shall be issued against the Tenant, or if the Tenant's leasehold
interest herein shall be levied upon, or if the Tenant's leasehold interest
herein shall by operation of law pass to any person other than the Tenant, then
in each and every case, the Lessor may, at its option, without notice to the
Tenant or to any assignee, transferee, trustee, receiver or other person or
persons with force or otherwise, retake and recover possession of said premises
and
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terminate this Lease and the term herein and hereby granted and demised; or, in
each and such case, the Lessor may, at its option, without notice to the Tenant
or to any assignee, transferee, trustee, receiver or other person or persons,
with force or otherwise enter said premises and relet the same as it may see
fit, without avoiding or terminating this Lease, and for the purpose of such
reletting the Lessor may make such repairs, alterations and addition in or to
said premises as the Lessor may deem necessary for the purpose and charges of
such reletting, alterations and additions in and to said premises to equal the
rent hereinabove covenanted to be paid by the Tenant, then the Tenant shall pay
any deficiency arising upon demand therefor and such deficiency shall be
considered, construed and taken to be a debt provable in bankruptcy or
receivership.
23. ATTORNEY'S FEES: If the Tenant defaults in the performance of any of
the covenants of this Lease and by reason thereof the Lessor employs the
services of an attorney to enforce performance of the covenants by the Tenant,
to evict the Tenant, to collect monies due by the Tenant, or to perform any
service based upon said default, then in any of said events, the Tenant does
not agree to pay a reasonable attorney's fee, including all appellate fees and
all expenses and costs incurred by the Lessor pertaining
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thereto and in enforcement of any remedy available to the Lessor.
24. HOLDING OVER: In the event the Tenant shall withhold from the Lessor
the possession of the premises demised herein after the termination of this
Lease and the term hereby demised, whether by expiration of said term or by
election or act of either party hereto, the damages for which the Tenant shall
be liable to the Lessor for a period equal to the period of such detention. In
the event the Tenant shall remain in possession of said premises after the
expiration and termination of this Lease for any cause whatsoever, the Tenant
shall then be considered a tenant at will and by sufferance and no such holding
over or retention of possession or occupancy shall operate as an extension or
renewal of this Lease in any manner whatsoever.
25. CERTIFICATE BY TENANT: Tenant shall deliver to Lessor or to its
mortgagee, auditors or prospective purchaser, or the owner of the fee, when
requested by Lessor, a certificate to the effect that this Lease is in full
force and effect and that Lessor is not in default therein, or stating
specifically any exceptions thereto. Failure to give such a certificate within
two (2) weeks after written request shall be conclusive evidence that the lease
is in full force and effect and Lessor is not in default and Tenant
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shall be estopped from asserting any defaults known to him at that time.
26. INDEMNIFICATION: The Lessor shall not be liable for any damage or
injury to any person or property whether it be the person or property of the
Tenant, the Tenant's employees, agents, guests, invitees or otherwise by reason
of Tenant's occupancy and use of the leased premises or because of the fire,
flood, windstorm, Acts of God or for any other reason.
Tenant shall indemnify and save Lessor harmless and does agree to
indemnify and save Lessor harmless, of and from all fines, claims demands and
causes of action of every nature whatsoever arising or growing out of or in any
manner connected with the occupation or use of the premises and Building and
every part thereof, by Tenant and the employees, agents, servants, guests and
invitees of Tenant including without limiting the generality of the foregoing,
any claims, demands and causes of action for personal injury and/or property
damage and said indemnification shall extend to any fines, claims, demands and
causes of action of every nature whatsoever which may be made upon, sustained
or incurred by Lessor or reason of any breach, violation or non-performance of
any term, covenant or condition hereof on the part of Tenant or by reason of
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any act or omission on the part of Tenant and the employees, agents, servants,
guests and invitees of Tenant. In any such event, contributory negligence,
except willful neglect, on the part of the Lessor shall not any wise affect
Tenant's obligations under this indemnification. Tenant agrees that this
indemnification shall further extend to all costs incurred by Lessor, including
reasonable attorney's fees.
27. NOTICES: All notices required hereunder shall be in writing and any
notice by Lessor to Tenant shall be deemed to be duly given if either delivered
personally to Tenant or sent by registered or certified mail, addressed to
Tenant at the premises leased hereunder. Any notice by Tenant to Lessor shall
be deemed duly given if sent by registered or certified mail to Lessor at Xxxx
Xxxxxx, 00000 X.X. 000xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (or at such other
address as may be hereafter designated by Lessor) and also to the agent of
Lessor charged with the renting and management of the Building, if any.
28. SURRENDER AT EXPIRATION OF TERM: Tenant agrees at the expiration of
the term by lapse of time or otherwise to quit and surrender the premises
hereby demised and everything belonging to or connected therewith in as good a
state and condition as
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reasonable wear and use thereof will permit and to remove all signs,
advertisements and rubbish from the said premises; and Tenant hereby expressly
authorizes Lessor, as the agent of Tenant, to remove such rubbish and make such
changes and repairs as may be necessary to restore the premises to such
condition at the expense of Tenant.
29. QUIET POSSESSION AND OTHER COVENANTS: Lessors covenants that if and
so long as Tenant pays the rent and additional rent reserved by this Lease and
performs and observes all of the covenants, conditions and rules and
regulations hereof, Tenant shall quietly enjoy the demised premises subject,
however, to all of their terms of this Lease. Tenant expressly agrees for
himself, his executors, administrators, personal representatives, successors
and assigns that the covenant of quiet enjoyment (express or implied) and all
other covenants in this Lease on the part of Lessor to be performed shall be
binding upon Lessor only so long as Lessor remains the owner of the Building
which the demised premises form a part.
30. REMEDIES CUMULATIVE: The various rights, remedies, powers and
elections of Lessor reserved, expressed or contained in this Lease, are
cumulative and noone of them shall be deemed to be
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exclusive of the others or of such other rights, remedies, powers, options or
elections as are now or may hereafter be conferred upon Lessor by law. The
failure on the part of the Lessor to exercise promptly any rights given
hereunder shall not operate to forfeit or waive any of the said rights.
31. NO WAIVER OF PERFORMANCE: No waiver by Lessor of any provision
hereof shall be deemed to have been made unless such waiver be in writing
signed by Lessor. The failure of Lesor to insist upon the strict performance
of any of the covenants or conditions of this Lease, or to exercise any option
herein conferred, shall not be construed as waiving or relinquishing for the
future of any such covenants, conditions or options but the same shall continue
and remain in full force and effect. No act of Lessor or its agent during the
term hereof shall be deemed an acceptance of a surrender of the said premises
unless made in writing and personally subscribed by Lessor, neither shall the
delivery of the keys to the premises by Tenant to Lessor or its agent be deemed
a surrender and acceptance thereof. No payment by Tenant of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the stipulated rent.
32. SECURITY: The Tenant concurrently with the execution of this Lease
has deposited with Lessor the sum of Twelve hundered
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dollars ($600.00, security and $600.00 last month's rent)(1) as security for the
faithful performance and observance by Tenant of the terms, provisions and
conditions of this Lease; it is agreed that, in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this Lease,
including, but not limited to, the payment of rent and additional rent Lessor
may use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any
other sum as to which tenant is in default or for any sum which Lessor may
expend or may be required to expend by reason of Tenant's default in respect to
any of the terms, covenants and conditions of this Lease, including, but not
limited to, any damages or deficiency in the re-letting of the premises whether
such damage or deficiency accrued before or after summary proceedings on other
re-entry by Lessor. In the event that Tenant shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this Lease, the
security shall be returned to Tenant after the date fixed as the end of the
Lease and after delivery of entire possession of the premises to the Lessor.
In the event of a sale of the land and Building of
------------------------
(1)Lessor acknowledges that Lessee has paid these amounts in full upon
execution of previous leases regarding these units with Lessor.
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which the premises form a part, Lessor shall have the right to transfer the
security to the vendee and Lessor shall thereupon be released by Tenant from
all liability for the return of such security and Tenant agrees to look to the
new Lessor solely for the return of such security. It is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Lessor. Tenant further covenants that he will not assign or
encumber the monies deposited herein as security and that neither Lessor nor
its assigns shall be bound by and any such assignment or encumbrances. Lessor
shall not be required to keep the security in a segregated account and the
security may be commingled with other funds of Lessor and in ono event shall
Tenant be entitled to any interest on the security.
33. LIEN: The said Tenant hereby pledges and assigns to the Lessor all
the furniture, fixtures, goods and chattels of said Tenant, which shall or may
be brought or put on said premises as security for the payment of the rent
herein reserved and the Tenant agrees that the said lien may be enforced by
distress, foreclosure or otherwise at the election of the said Lessor and does
hereby agree to pay attorney's fees together with all costs and charges
therefor incurred or paid by the Lessor.
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34. SUCCESSORS: This Lease shall inure to and be binding upon the heirs,
administrators, executors, successors and assigns of the Lessor and the heirs,
administrators, executors, successors and assigns of the Tenant.
35. AMENDMENT: It is mutually agreed that this Lease cannot be changed,
altered, modified or extended, except in writing signed by the Lessor's duly
authorized agent.
36. RELOCATION: Lessor reserves the right to relocate the Tenant in
another similar area of the Building during the term of this Lease, provided
Tenant is given 90 days written notice as to relocation and all attendant costs
of moving, telephones, stationery, etc. are paid by Lessor.
37. INSURANCE, INDEMNIFICATION: Tenant agrees that Tenant will, at its
own cost and expense, maintain public liability insurance naming Lessor and
Tenant as insureds, protecting each of them against any and all claims for
injury or damage to persons or property or for the loss of life or property
occurring in, or about the Demised premises and arising out of the act,
negligence, omission, nonfeasance or malfeasance of Tenant, its employees,
agents, contractors, customers licensees, invitees or guests. Such
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insurance shall be carried in an amount not less than Three Hundred Thousand
Dollars ($300,000.00) for bodily injury or death to any one person and Three
Hundred Thousand Dollars ($300,000.00) for bodily injury or death of a number
of persons in the same accident or occurrence and One Hundred Thousand Dollars
($100,000.00) for property damage. All such insurance shall be effective under
valid and enforceable policies and shall be issued by insurers of recognized
responsibility authorized to do business in the State of Florida and
acceptable to Lessor (though Lessor's acceptance of any such insurer shall not
constitute a representation or warranty by Lessor as to the financial stability
of such insurer or otherwise and no such acceptance of any insurer by Lessor
shall be deemed a release or waiver of any responsibility, obligation or
liability of Tenant under this Lease). All such insurance policies shall
contain a provision whereby the insurer agrees not to cancel such insurance
without ten (10) days prior written notice to Lessor. Tenant shall furnish
Lessor with a certificate evidencing the aforesaid insurance coverage on or
before the Commencement Date and upon each renewal thereof but in all events at
least ten (10) days prior to the expiration of any such policy. Tenant shall
indemnify and save harmless Lessor and its agents against and from (i) any and
all claims arising from: (a) the management by Tenant of the Demised Premises
or any business therein, any work whatsoever done
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therein or thereon, or any condition created therein or thereon, during the
Term of this Lease or during any other period of time that Tenant has access to
the Demised Premises (though nothing herein contained shall be construed to
grant Tenant access to the Demised Premises except as provided in this Lease);
or (b) any negligent or otherwise wrongful act or omission of Tenant or any
subtenant (though nothing contained in this Lease shall be construed to permit
a sublease), licensee, employee, agent or contractor of Tenant or any other
party acting by, through or under Tenant; and (ii) all costs, expenses and
liabilities incurred in or in connection with or as a result of each such
claim, action or proceeding brought hereunder, whether or not suit be
instituted, including but not limited to reasonable attorney's fees incurred by
Lessor in defending any such action through and including all appeals. In case
any action or proceeding be brought against Lessor by reason of any such claim,
Tenant, upon notice from Lessor, shall resist and defend such action or
proceeding at the cost of Tenant.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
WITNESSES: TENANT:
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/s/ Xxxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx 12-6-90
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President
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WITNESSES: LESSOR:
/s/ Xxxx Xxxxxx
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